Exhibit 10.5


 


FORM OF EXCHANGE AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”), dated as of
                     ,
2008, among KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings
L.P. and KKR Holdings L.P.(1)


 


WHEREAS, this
Agreement governs the terms and conditions for the exchange of certain Group
Partnership Units for Common Units, on the terms and subject to the conditions
set forth herein;


 


WHEREAS, the
right to exchange Group Partnership Units set forth in Section 2.1(a) below,
once exercised, represents a several, and not a joint and several, obligation
of the Group Partnerships (on a pro rata
basis), and no Group Partnership shall have any obligation or right to acquire
Group Partnership Units issued by another Group Partnership;


 


NOW, THEREFORE,
in consideration of the mutual covenants and undertakings contained herein and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


Section 1.1                                      Definitions.


 


The following
definitions shall be for all purposes, unless otherwise clearly indicated to
the contrary, applied to the terms used in this Agreement.


 


“Agreement”
has the meaning set forth in the preamble of this Agreement.


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which
banking institutions in the Cayman Islands and New York, New York are
authorized or required by law to close.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common
Unit” means a partnership interest in the Issuer representing a fractional
part of the partnership interests in the Issuer of all limited partners of the
Issuer having


 






(1)     To the extent that it is
ultimately determined that KKR Holdings L.P. will not hold a direct interest in
the Issuer, this agreement will be modified to reflect the appropriate entity.


 

















 


the rights and obligations
specified with respect to Common Units in the Issuer Partnership Agreement.


 


“Exchange”
has the meaning set forth in Section 2.1(a) of this Agreement.


 


“Exchange
Rate” means the number of Common Units for which a Group Partnership Unit
is entitled to be exchanged.  On the date of this Agreement, the Exchange
Rate shall be 1 for 1, which Exchange Rate shall be subject to modification as
provided in Section 2.4.


 


“Group Partnership I” means KKR Management Holdings L.P., a
Delaware limited partnership, and any successor thereto.


 


 “Group Partnership I General
Partner” means KKR Management Holdings Corp., a Delaware corporation and
the general partner of Group Partnership I, and any successor thereto.


 


“Group Partnership II” means KKR Fund Holdings L.P., a Cayman
limited partnership, and any successor thereto.


 


“Group Partnership II General Partners” means the Issuer and KKR
Fund Holdings GP Limited, a Cayman limited company, as general partners of
Group Partnership II, and any successor thereto.


 


 “Group Partnership Agreements”
means, collectively, the Amended and Restated Limited Partnership Agreement of
Group Partnership I and the Amended and Restated Limited Partnership Agreement
of Group Partnership II (and the partnership agreement then in effect of any
future partnership designated as a Group Partnership), as each may be amended,
supplemented or restated from time to time.


 


“Group Partnership General Partners” means, collectively, Group
Partnership I General Partner and Group Partnership II General Partners (and
the general partner of any future partnership designated as a Group
Partnership).


 


“Group Partnership Unit” means, collectively, one partnership
unit in each of Group Partnership I and Group Partnership II (and any future
partnership designated as a Group Partnership) issued under its respective
Group Partnership Agreement.


 


“Group Partnerships” means, collectively, Group Partnership I
and Group Partnership II (and any future partnership designated as a Group
Partnership).


 


“Issuer”
means KKR & Co. L.P., a limited partnership formed under the laws of the
State of Delaware, and any successor thereto.


 


“Issuer
General Partner” means KKR Management LLC, a limited liability company
formed under the laws of the State of Delaware, and any successor thereto.


 


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“Insider
Trading Policy” means the Insider Trading Policy of the Issuer applicable
to the directors and executive officers of its general partner, as such insider
trading policy may be amended, supplemented or restated from time to time.


 


“Issuer
Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership
of the Issuer to be dated substantially concurrently with the consummation of
the KPE Transaction, as such agreement of limited partnership may be amended,
supplemented or restated from time to time.


 


“KKR
Holdings” means KKR Holdings L.P., a limited partnership formed under the
laws of the Cayman Islands, and any successor thereto.


 


“KKR
Holdings Affiliated Person” means each Person that is as of the date of
this Agreement or becomes from time to time (i) a general partner or a limited
partner of KKR Holdings pursuant to the terms of the KKR Holdings Partnership
Agreement or (ii) a general partner, limited partner or holder of any other
type of equity interest of any Person included in clause (i) above.


 


“KKR
Holdings Partnership Agreement” means the Amended and Restated Limited
Partnership Agreement of KKR Holdings, as amended, supplemented or restated
from time to time.


 


“KPE”
means KKR Private Equity Investors, L.P., a Guernsey limited partnership.


 


“KPE Transaction”
means the transaction contemplated in the Purchase and Sale Agreement.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint
venture, trust, estate, unincorporated organization, association (including any
group, organization, co-tenanacy, plan, board, council or committee),
government (including a country, state, county, or any other governmental or
political subdivision, agency or instrumentality thereof) or other entity (or
series thereof).


 


“Purchase and Sale Agreement” means the purchase and sale agreement among the
Partnership, KPE and the other parties thereto, dated July 27, 2008.


 


 “Quarter” means, unless the context
requires otherwise, a fiscal quarter of the Issuer.


 


“Quarterly
Exchange Date” means, unless the Issuer cancels such Quarterly Exchange
Date pursuant to Section 2.9 hereof, the date that is the later to occur of
either: (1) the second Business Day after the date on which the Issuer makes a
public news release of its quarterly earnings for the prior Quarter or (2) the
first day of each Quarter that directors and executive officers of the Issuer’s
general partner are permitted to trade under the Insider Trading Policy.


 


“Sale
Transaction” has the meaning set forth in Section 2.9 of this Agreement.


 


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“Transfer
Agent” means such bank, trust company or other Person as shall be appointed
from time to time by the Issuer pursuant to the Issuer Partnership Agreement to
act as registrar and transfer agent for the Common Units.


 


ARTICLE
II.

EXCHANGE OF GROUP PARTNERSHIP UNITS


 


Section 2.1                                      Exchange
of Group Partnership Units.


 


(a)                                  Subject to adjustment as provided in this
Article II, to the provisions of the Group Partnership Agreements and the
Issuer Partnership Agreement and to the provisions of Section 2.2 hereof, KKR
Holdings or a KKR Holdings Affiliated Person shall be entitled on any Quarterly Exchange Date to surrender Group
Partnership Units held by KKR Holdings or a KKR Holdings Affiliated
Person to the Group Partnerships in
exchange for either (at the option of the Group Partnerships) (i) the delivery
by the Group Partnerships of a number of Common Units equal to the product of
the number of Group Partnership Units surrendered multiplied by the
Exchange Rate or (ii) cash in an amount equal to the fair market value of
Common Units KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to (i) above (any
such exchange, an “Exchange”); provided that any such exchange is for a
minimum of the lesser of [1,000] Group Partnership Units or all of the Group
Partnership Units held by KKR Holdings. Simultaneous with any such Exchange
pursuant to clause (i) above (without duplication of any units otherwise issued
in connection with contributions under the partnership agreements of the Group
Partnership not being conducted under this Exchange Agreement), each Group
Partnership shall issue a number of its Group Partnership Units to its
respective Group Partnership General Partner equal to the product of the number
of Group Partnership Units surrendered to such Group Partnership multiplied by
the Exchange Rate. Any election by the Group Partnerships to deliver cash to
KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to (ii) above, shall be subject
to the prior approval of the conflicts committee of the board of directors of
the Issuer General Partner.


 


(b)                                 Where KKR Holdings or a KKR Holdings
Affiliated Person has exercised its
right to surrender its Group Partnership Units to the Group Partnerships for an
Exchange, the Group Partnership General Partners shall have a superseding right
to acquire such interests for an amount of cash or Common Units (at the option
of the Group Partnership General Partners) equal to the amount of cash or
Common Units that would be received pursuant to an Exchange.


 


(c)                                  On the date Group Partnership Units are
surrendered for Exchange, all rights of KKR Holdings or a KKR Holdings
Affiliated Person as holder of such
Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings
Affiliated Person shall be treated
for all purposes as having become the Record Holder (as defined in the Issuer
Partnership Agreement) of such Common Units and shall be admitted as a Limited
Partner (as defined in the Issuer Partnership Agreement) of the Issuer in
accordance and upon compliance with Section 10.2 of the Issuer Partnership
Agreement.


 


(d)                                 At the time Group Partnership Units are
surrendered for Exchange, KKR Holdings shall assign its rights together
with its obligations hereunder in connection with an


 


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Exchange to each KKR Holdings
Affiliated Person beneficially owning such Group Partnership Units.


 


(e)                                  For the avoidance of doubt, any Exchange of
Group Partnership Units shall be subject to the provisions of the Group
Partnership Agreements.


 


Section 2.2                                      Exchange
Procedures.


 


(a)                                  KKR
Holdings or a KKR Holdings
Affiliated Person may exercise
the right to Exchange Group Partnership Units set forth in Section 2.1(a) above
by providing to each Group Partnership General Partner and the Issuer a written
notice of Exchange, substantially in the form of Exhibit A hereto, at least
sixty (60) days prior to the applicable Quarterly Exchange Date or within such
shorter period of time as may be agreed by the parties hereto. Such notice
shall be duly executed by such holder or such holder’s duly authorized attorney
in respect of the Group Partnership Units to be Exchanged and delivered during
normal business hours at the principal executive offices of the Group
Partnership General Partners and the Issuer.


 


(b)                                 Each KKR Holdings Affiliated Person beneficially owning the Group Partnership
Units that are subject to Exchange pursuant to Section 2.1(a) above shall
execute a written assignment and acceptance agreement with respect to such
Group Partnership Units, substantially in the form of Exhibit B hereto,
prior to such Exchange, which
assignment and acceptance agreement shall be delivered during normal
business hours at the principal executive offices of KKR Holdings.


 


(c)                                  As promptly as practicable following the
surrender for Exchange of Group Partnership Units in the manner provided in
this Article II, the Group Partnerships shall deliver or cause to be delivered
at the principal executive offices of the Issuer or at the office of the
Transfer Agent the number of Common Units issuable upon such Exchange, issued
in the name of KKR Holdings or its designee.


 


(d)                                 The Group Partnerships may adopt reasonable
procedures for the implementation of the exchange provisions set forth in this
Article II, including, without limitation, procedures for the giving of notice
of an election for Exchange.


 


Section 2.3                                      Blackout
Periods and Ownership Restrictions. Notwithstanding anything to the
contrary, KKR Holdings or a KKR
Holdings Affiliated Person shall
not be entitled to Exchange Group Partnership Units, and the Issuer and the
Group Partnerships shall have the right to refuse to honor any request for
Exchange of Group Partnership Units, (i) at any time or during any period if
the Issuer or the Group Partnerships shall determine, based on the advice of
counsel (which may be inside counsel), that there may be material non-public
information that may affect the trading price per Common Unit at such time or
during such period or (ii) if such Exchange would be prohibited under
applicable law or regulation.


 


Section 2.4                                      Splits,
Distributions and Reclassifications.  The Exchange Rate shall be
adjusted accordingly if there is: (1) any subdivision (by split, distribution,
reclassification, recapitalization or otherwise) or combination (by reverse
split, reclassification, recapitalization or otherwise) of the Group
Partnership Units that is not accompanied by an identical subdivision or
combination of the Common Units; or (2) any subdivision (by split,


 


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distribution, reclassification,
recapitalization or otherwise) or combination (by reverse split,
reclassification, recapitalization or otherwise) of the Common Units that is
not accompanied by an identical subdivision or combination of the Group
Partnership Units. In the event of a reclassification or other similar
transaction as a result of which the Common Units are converted into another
security, then KKR Holdings shall be entitled to receive upon Exchange the
amount of such security that KKR Holdings would have received if such Exchange
had occurred immediately prior to the effective date of such reclassification
or other similar transaction. Except as may be required in the immediately preceding
sentence, no adjustments in respect of distributions shall be made upon the
Exchange of any Group Partnership Unit.


 


Section 2.5                                      Common
Units to be Issued.  The Issuer covenants that if any Common Units
require registration with or approval of any governmental authority under any
U.S. federal or state law before such Common Units may be issued upon Exchange
pursuant to this Article II, the Issuer shall use commercially reasonable
efforts to cause such Common Units to be duly registered or approved, as the
case may be. The Issuer shall use commercially reasonable efforts to list the
Common Units required to be delivered upon Exchange prior to such delivery upon
each national securities exchange or inter-dealer quotation system upon which
the outstanding Common Units may be listed or traded at the time of such
delivery. Nothing contained herein shall be construed to preclude the Issuer or
the Group Partnerships from satisfying their obligations in respect of the
Exchange of the Group Partnership Units by delivery of Common Units which are
held in the treasury of the Issuer or the Group Partnerships or any of their
subsidiaries.


 


Section 2.6                                      Taxes. 
The delivery of Common Units upon Exchange of Group Partnership Units shall be
made without charge to KKR Holdings or
a KKR Holdings Affiliated Person for any stamp or other similar tax in respect of such issuance.


 


Section 2.7                                      Restrictions.
The provisions of Section 7.06 of the Group Partnership Agreements shall apply,
mutatis mutandis, to any Common Units issued upon Exchange of Group Partnership
Units; and the provisions of Section 7.04 of the Group Partnership Agreements
shall permit Transfers of Common Units issued upon Exchange of Group
Partnership Units to the same extent as Exchange Transactions (as defined in
the Group Partnership Agreements) with respect to Group Partnership Units may
be permitted under such provisions. In each case, the provisions of Sections 7.04
and 7.06 of the Group Partnership Agreements shall apply in the aggregate to
Group Partnership Units and Common Units received in Exchange for Group
Partnership Units held by KKR Holdings
or a KKR Holdings Affiliated Person or Limited Partner (as defined in
the Issuer Partnership Agreement) of the Issuer.


 


Section 2.8                                      Disposition
of Common Units Issued.   KKR Holdings
covenants to cause any KKR Holdings Affiliated Person receiving Common Units as
a result of an Exchange under this Agreement (i) to use reasonable best efforts
to sell or otherwise dispose of any Common Units received in such an Exchange
within ten (10) days of the receipt thereof or any specified shorter period as
the general partner of the Issuer determines to be in the best interests of the
Issuer, (ii) to use reasonable best efforts to ensure that neither such KKR
Holdings Affiliated Person’s spouse nor any grantor trust which is treated as
owned by such KKR Holdings Affiliated Person or his or her spouse owns any
Common Units and (iii) that no other Common Units will be acquired or held by
such KKR Holdings Affiliated Person during such


 


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period other than through a
Qualifying Entity. Any KKR Holdings Affiliated Person who receives Common Units
as a result of an Exchange under this Agreement and who holds any such Common
Units on the last day of the ten (10) day or shorter period referred to above
shall agree to cause all such Common Units to be transferred immediately to a
Qualifying Entity. For the purposes of this Agreement, a “Qualifying Entity”
means a partnership, trust or other entity (other than an entity disregarded as
an entity separate from its owner for United States federal income tax
purposes). For the avoidance of doubt, nothing contained herein shall prohibit
any KKR Holdings Affiliated Person from owning an interest in a Qualifying
Entity that owns Common Units.


 


Section 2.9                                      Subsequent
Offerings. The Issuer may from time to time provide the opportunity for KKR
Holdings to sell its Group Partnership Units to the Issuer, the Group
Partnerships or any of their subsidiaries (a “Sale Transaction”);
provided that no Sale Transaction shall occur unless the Issuer cancels the
nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of
the Issuer as such Sale Transaction.  In connection with a Sale Transaction,
KKR Holdings must provide notice to Issuer at least thirty (30) days prior to
the cash settlement of such Sale Transaction in respect of the Group
Partnership Units to be sold or within such shorter period of time as
may be agreed by the parties hereto. Such notice shall be delivered during
normal business hours at the principal executive offices of the Issuer. 
For the avoidance of doubt, the total aggregate number of Quarterly Exchange
Dates and Sale Transactions occurring during any fiscal year of the Issuer
shall not exceed four (4).


 


ARTICLE
III.

GENERAL PROVISIONS


 


Section 3.1                                      Amendment.
The provisions of this Agreement may be amended by the affirmative vote or
written consent of each of the Issuer, the Group Partnerships and KKR Holdings.


 


Section 3.2                                      Addresses
and Notices.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by courier
service, by fax, by electronic mail (delivery receipt requested) or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be as specified in a notice given in accordance with this
Section 3.2):


 


(a)  If
to the Group Partnership I General Partner or the Group Partnership II General
Partners, to:


 


	
   

  	
  9 West 57th Street, Suite 4200

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Chief Financial Officer

  
	
   

  	
  Fax: 212-750-0003

  
	
   

  	
  Phone: 212-750-8300

  



 


(b)  If
to Group Partnership I or Group Partnership II to:


 


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  9 West 57th Street, Suite 4200

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Chief Financial Officer

  
	
   

  	
  Fax: 212-750-0003

  
	
   

  	
  Phone: 212-750-8300

  



 


(c)  If to KKR Holdings, to:


 


	
   

  	
  9 West 57th Street, Suite 4200

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Chief Financial Officer

  
	
   

  	
  Fax: 212-750-0003

  
	
   

  	
  Phone: 212-750-8300

  



 


(c)  If to the Issuer, to:


 


	
   

  	
  9 West 57th Street, Suite 4200

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Chief Financial Officer

  
	
   

  	
  Fax: 212-750-0003

  
	
   

  	
  Phone: 212-750-8300

  



 


Section 3.3                                      Further
Action. The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.


 


Section 3.4                                      Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
all of the parties and, to the extent permitted by this Agreement, their
successors, executors, administrators, heirs, legal representatives and assigns.
KKR Holdings may enforce the terms of this agreement in the name of or on
behalf of any KKR Holdings Affiliated Person. Other than as expressly provided
herein, nothing in this Agreement will be construed to give any person other
than the parties to this Agreement any legal or equitable right, remedy, or
claim under or with respect to this Agreement or any provision of this
Agreement.


 


Section 3.5                                      Severability. 
If any term or other provision of this Agreement is held to be invalid, illegal
or incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
is not affected in any manner materially adverse to any party. Upon a
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


Section 3.6                                      Integration.
This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.


 


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Section 3.7                                      Waiver.
No failure by any party to insist upon the strict performance of any covenant,
duty, agreement or condition of this Agreement or to exercise any right or
remedy consequent upon a breach thereof shall constitute waiver of any such
breach of any other covenant, duty, agreement or condition.


 


Section 3.8                                      Submission
to Jurisdiction; Waiver of Jury Trial.


 


(a)                                  Any and all disputes which cannot be
settled amicably, including any ancillary claims of any party, arising out of,
relating to or in connection with the validity, negotiation, execution,
interpretation, performance or non-performance of this Agreement (including the
validity, scope and enforceability of this arbitration provision) shall be
finally settled by arbitration conducted by a single arbitrator in New York in
accordance with the then-existing Rules of Arbitration of the International
Chamber of Commerce. If the parties to the dispute fail to agree on the
selection of an arbitrator within thirty (30) days of the receipt of the
request for arbitration, the International Chamber of Commerce shall make the
appointment.  Performance under this Agreement shall continue if
reasonably possible during any arbitration proceedings.


 


(b)                                 Notwithstanding the provisions of Section
3.8(a), KKR Holdings may cause any Group Partnership to bring, on behalf of the
Issuer or such Group Partnership or on behalf of any KKR Holdings Affiliated
Person, an action or special
proceeding in any court of competent jurisdiction for the purpose of compelling
a party to arbitrate, seeking temporary or preliminary relief in aid of an
arbitration hereunder, and/or enforcing an arbitration award and, for the
purposes of this paragraph.


 


(c)                                  Notwithstanding any provision of this
Agreement to the contrary, this Section 3.8 shall be construed to the maximum
extent possible to comply with the laws of the State of Delaware, including the
Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware
Arbitration Act”).  If, nevertheless, it shall be determined by a
court of competent jurisdiction that any provision or wording of this Section
3.8, including any rules of the International Chamber of Commerce, shall be
invalid or unenforceable under the Delaware Arbitration Act, or other
applicable law, such invalidity shall not invalidate all of this Section
3.8.  In that case, this Section 3.8 shall be construed so as to limit any
term or provision so as to make it valid or enforceable within the requirements
of the Delaware Arbitration Act or other applicable law, and, in the event such
term or provision cannot be so limited, this Section 3.8 shall be construed to
omit such invalid or unenforceable provision.


 


Section 3.9                                      Counterparts.
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. Copies of executed counterparts transmitted by telecopy
or other electronic transmission service shall be considered original executed
counterparts for purposes of this Section 3.9.


 


Section 3.10                                Tax
Treatment. To the extent this Agreement imposes obligations upon a
particular Group Partnership or either Group Partnership General Partner, this
Agreement shall be treated as part of the relevant Group Partnership Agreement
as described in Section 


 


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761(c) of the Code and Sections
1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. The parties
shall report any Exchange consummated hereunder (pursuant to which Common Units
are delivered pursuant to Section 2.1(a)(i) or Section 2.1(b) hereof), in the
case of Group Partnership I, as a taxable sale of Group Partnership Units
by a KKR Holdings Affiliated Person to Group Partnership I General Partner and,
in the case of Group Partnership II, as a contribution to the Issuer described
in Section 721(a) of the Code, and no party shall take a contrary position on
any income tax return, amendment thereof or communication with a taxing
authority.


 


Section 3.11                                Applicable
Law. This Agreement shall be governed by, and construed in accordance with,
the law of the State of Delaware.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered, all
as of the date first set forth above.


 


[Signature Page Follows]


 


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  KKR & CO. L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  KKR Management LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKR MANAGEMENT HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Management Holdings Corp., its

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKR FUND HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR & Co. L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKR HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Holdings GP Limited, its general 

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT A


 


FORM OF

NOTICE OF EXCHANGE


 


KKR Management Holdings L.P.


KKR Fund Holdings L.P.


KKR & Co. L.P.


9 West 57th Street, Suite 4200


New York, NY 10019


Attention: Chief Financial Officer


Fax: 212-750-0003


 


Reference is
hereby made to the Exchange Agreement, dated as of
                        ,
2008 (the “Exchange Agreement”), among KKR & Co. L.P.,  KKR Management Holdings L.P., KKR Fund
Holdings L.P., and KKR Holdings L.P., as amended from time to time. 
Capitalized terms used but not defined herein shall have the meanings given to
them in the Exchange Agreement.


 


KKR Holdings
desires to Exchange the number of Group Partnership Units set forth below.


 


Number of Group Partnership Units to be Exchanged:
                                           


 


KKR Holdings (1) hereby represents that the Group Partnership Units set
forth above are owned by KKR Holdings, (2) hereby gives notice of its desire to
Exchange such Group Partnership Units for Common Units as set forth in the
Exchange Agreement, (3) hereby irrevocably constitutes and appoints any officer
of the Group Partnerships, either Group Partnership General Partner or the
Issuer General Partner as its attorney, with full power of substitution, to
Exchange said Group Partnership Units on the books of the Group Partnerships
for Common Units on the books of the Issuer, with full power of substitution in
the premises.


 


KKR Holdings covenants to cause any KKR Holdings Affiliated Person
receiving Common Units as a result of an Exchange under the Exchange Agreement
(i) to use reasonable best efforts to sell or otherwise dispose of any Common
Units received in such an Exchange within ten (10) days of the receipt thereof
or any specified shorter period as the general partner of the Issuer determines
to be in the best interests of the Issuer, (ii) to use reasonable best efforts
to ensure that neither such KKR Holdings Affiliated Person’s spouse nor any
grantor trust which is treated as owned by such KKR Holdings Affiliated Person
or his or her spouse owns any Common Units and (iii) that no other Common Units
will be acquired or held by such KKR Holdings Affiliated Person during such
period other than through a Qualifying Entity. Any KKR Holdings Affiliated
Person who receives Common Units as a result of an Exchange under this
Agreement and who holds any such Common Units on the last day of the ten (10)
day or shorter period referred to above shall agree to cause all such Common
Units to be transferred immediately to a Qualifying Entity. For the purposes of
this Agreement, a “Qualifying Entity” means a partnership, trust or other
entity (other than an entity disregarded as an entity separate from its owner
for United


 

















 


States federal income tax purposes). For the avoidance of doubt,
nothing contained herein shall prohibit any KKR Holdings Affiliated Person from
owning an interest in a Qualifying Entity that owns Common Units.


 


IN WITNESS
WHEREOF the undersigned, by authority duly given, has caused this Notice of
Exchange to be executed and delivered by the undersigned or by its duly
authorized attorney.


 


	
   

  	
  KKR HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Holdings GP Limited, its general 

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: